Council News December 2010

Council Discusses, Postpones Policy Governance Decision

By 12th Moon, 

Council President

Meeting November 9, Council addressed most business on our agenda, met the recently-hired Program Director of our affiliate organization, GreenStar Community Projects, Inc. (GSCP) and once again discussed, deliberated, debated and further delayed any final decision on our future governance system, arguably the most important issue facing us for more than a year now.

At the beginning of the meeting I read into the record a petition received from a member for a bylaws revision regarding “Financial Disclosure” of a list of documents and information to be made available to any member upon request. The petition was given to the Membership Committee to start the process of verification of member signatures, the first step when Council receives a member-initiated petition. It was determined that there were not enough verifiable member signatures to go forward with the process and the petition was returned to the petitioner, having garnered only 23 of the necessary 40 (at the time, now 100 under our new bylaws revision) signatures.

Next a representative of the Staff Advisory Board (SAB) reported that SAB members had held open meetings with staff members and had come to an agreement that staff supported and recommended the adoption of the Policy Governance (PG) model of board leadership to Council, as a means to finally distinguish the authority of the General Manager (GM), management and store operations as separate from the authority of Council. (More at the end of this article.)

Our Interim GM, Brandon Kane, in his monthly report expressed a continued concern regarding the general economy, and talked about the work that staff is doing to prepare for the busy holiday season ahead. He also reported that the West-End store is currently undergoing an office remodel. Brandon also reported that the Marketing Department will be putting more focus on our local college populations, and much of the Membership Department’s efforts in October were spent on the FLOWER low-income discount program, which has taken off extremely rapidly, and preparing for the Annual Fall Membership Meeting and the Kid’s Halloween Party, which was a great success. He next submitted the Co-op’s Third Quarter Financial Report, which was referred to our Finance Committee for review. The Co-op’s 2011 Budget was presented last month for review and was approved by Council at this meeting.

Next, the highlight of our evening — GSCP reported that they were “pleased to announce the recent hire of Kirtrina Baxter as our part-time Program Director. Ms. Baxter brings a wealth of experience and enthusiasm that will undoubtedly be an asset to GSCP’s work to create a system for regional food sustainability that promotes health, equity and community control of essential resources.” (For more, see the article on page 1.) They then gave us a brief description of a new program, Ithaca Community Harvest, whose mission is to create, sustain and expand a system for providing access to local organic produce for youth and families in Ithaca’s public schools.

We then certified the vote-counting results for our October membership vote regarding nine sets of proposed bylaws revisions. The tallies showed member support for eight of the sets with only one set failing to receive the two-thirds majority necessary for passage of a bylaws revision. Set 2, which would have reduced the number of seats on Council from the current 15 to 12, was the only recommended change that was not accepted. (For more on the voting results, see page 1.) There are currently 14 Councilmembers and one open seat.

Minutes of our September and October Council meetings were approved before we took our mid-meeting break. After the break our Expansion Committee reported on progress toward compiling the background information necessary for considering the eventual use of our property at 700 West Buffalo Street. The value to our members and our community as well as the cost and financial feasibility of any project have to be carefully weighed prior to making any final decisions.

Starting the evening’s continuing discussions regarding the commitment Council had made last November to have made a final decision about its future governance structure by the end of 2010, a formal recommendation was presented jointly by our Personnel Committee and our GM Search Committee (GMSC): “The Personnel Committee recommends that GreenStar’s Council adopt and implement Policy Governance as its new governance system, with any and all “Shared Principals and Goals” needed to modify the Policy Governance guidelines to fit Council’s needs.” It was reported that recommendations had come from the following groups: the Personnel Committee (including Councilmembers, a manager, staff, SAB Representative and member-at-large), the GMSC (including Councilmembers, managers, staff and members-at-large), the Area Supervisors team, SAB (based on a poll of staff), Dawn Dzurilla (GMSC Executive Recruiter) and Carolee Coulter (GreenStar consultant since 1992).

A proposal was brought forward by one Councilmember, after much work toward building consensus among us, that: “GreenStar’s Council commits itself to adopting and implementing Policy Governance® in a form that is determined by Council, including the following parameters”… with a long list of qualifying statements. After an hour of back-and-forth, questions, deliberations, discussions and statements of personal opinions, a decision was made by a majority of Councilmembers present to amend the proposal from “Policy Governance®” to read “policy governance.” The proposal to commit to policy governance was then tabled to our December 14 meeting, with no final decision made.




Next Council Meeting

Tuesday, August 11,
6:30 - 9:30 pm

The Classrooms @ GreenStar
(Former Enterprise Building)
702 W. Buffalo St., Ithaca

Members always welcome!

Possible Agenda Items:


  • Proposed Interpretations of Oct. 2014 Meat Referendum
  • Select Tellers for Oct. Bylaws Amendment Vote
  • Council Monitoring of Policy C.7, "Council Committees"
  • GM's B.14, "Legal Matters and Contracts" Monitoring Report
  • GM's B.9, "GM Succession" Monitoring Report

NOTE: Agenda is tentative and subject to change. To confirm items, see actual agenda posted here and at the stores six days before the meeting.

  • By Alexis Alexander,
Membership Manager

    ballot-boxIn October, member-owners have the opportunity to vote on six bylaws changes being proposed by Council. GreenStar's bylaws, the rules that govern the internal management of the Co-op, were originally established when GreenStar was incorporated. According to our bylaws, one of the essential rights of member-owners is the ability to vote on the creation and changes to the bylaws and mission statement.

    Unfortunately, GreenStar, like many co-ops, suffers from very poor voter turnout relative to the number of member-owners. For instance, only 5 percent of member-owners voted in th...